Reseller Policy

By purchasing Pendulum products for resale, you agree to adhere to this Reseller Policy.

In order to ensure Pendulum Therapeutics, Inc., (“Pendulum”), resellers are able to sustain healthy margins on Pendulum products and ensure that Pendulum’s end-users are being provided a quality sales experience and customer support, Pendulum has announced this Reseller Policy (the “Reseller Policy”). Pendulum believes that its end-user customers are best served by having resellers who market Pendulum’s products as premium brand products and who provide an outstanding level of service and support to their end-user customers. 

Pendulum has also decided that, in order to maintain and protect the viability of the Pendulum reseller network for its products, in order to protect the value associated with Pendulum’s brands in connection with its products, and in order to ensure high-quality support by resellers to end-users of those products, resellers must comply with the following terms and conditions:  

1. Appointment. Unless Pendulum objects, Reseller can advertise and sell the Pendulum Products to End-Users located in the United States of America ONLY in brick-and-mortar locations and on their own Internet URL locations;
2. Third-Party Internet Marketplace Sales. Reseller is prohibited from selling Pendulum products on Internet marketplaces including, but not limited to, Amazon, Walmart, eBay, Target, Rakuten, Sears, unless Reseller obtains written permission from Pendulum authorizing them to sell on specific Internet Marketplaces and under specific seller names. Pendulum may revoke or amend Reseller's Internet Marketplace Authorization by sending notice to Reseller and such revocation or amendment shall become effective upon delivery of such notice;
3. Transshipping. Resellers shall not transship products. Specifically, resellers shall not sell or transfer any Pendulum products to any person or entity for resale. Resellers agree to restrict, cease, or limit the sale of Pendulum products to anyone at the request of Pendulum; 
4. Geographic Sales Boundary. Resellers may only sell and advertise for sale Pendulum products within the United States. Pendulum hereby expressly prohibits resellers from soliciting or consummating sales outside of the United States;
5. Intellectual Property. The use of the intellectual property of Pendulum, including, but not limited to, trademarks, tradenames, product images, marketing banners, and other digital assets, without written consent from Pendulum is prohibited;
6. Paid Search Advertising. Reseller shall not, directly or indirectly, without Pendulum’s prior written consent, which may be granted or withheld in Pendulum’s sole discretion, engage in any paid search advertising, search engine marketing, or other online advertising or marketing campaign that uses a Pendulum Mark or any word or phrase that is confusingly similar to a Pendulum Mark (including any variation or misspelling) as a stand-alone search term or keyword. Reseller must set the Pendulum Marks as a negative exact match or negative keywords. Any paid search advertising, search engine marketing, or similar online advertising or marketing campaign by Reseller must use the Pendulum Mark combined with a descriptive or generic term or phrase related to the Products and shall not identify Products unavailable for purchase from Reseller, or direct consumers to a website that does not sell Products, or use terms like “official” or “original” or other words and phrases that are misleading or inaccurate. Further, Reseller’s online advertising or marketing campaigns shall be consistent with the high standards, value, reputation, and prestige associated with the Products and the Pendulum Marks and shall not use terms such as “clearance” or “lowest prices” and the like or identify percentage or dollar discounts. In all cases, Pendulum will make the final determination in its sole discretion as to whether a particular use of a Pendulum Mark in online advertising or marketing campaigns is permissible;
7. Sales Practices. Resellers shall conduct their business in a reasonable and ethical manner at all times and shall neither engage in any deceptive, misleading, or unethical practices or advertising at any time, nor make any warranties or representations concerning the products except as expressly authorized by Pendulum. Resellers shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of Pendulum products; 
8. Quality Controls. Resellers shall comply with all quality control standards, including, but not limited to, advertising, storage, and shipping requirements, as announced from time to time by Pendulum;
9. Service. Resellers shall provide the highest levels of customer service. Resellers and their sales personnel shall be familiar with all Pendulum products marketed for sale and must obtain sufficient product knowledge to advise customers on the selection of the products, as well as any applicable warranty, guarantee, or return policy;
10. Product Packaging. Resellers shall sell Pendulum products in their original packaging. Relabeling, repackaging, bundling and other alterations are not permitted without written permission from Pendulum. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, or other identifying information on products or their packaging is prohibited. Resellers shall not remove, translate, or modify the contents of any label or literature on or accompanying the products; and
11. Minimum Advertised Price Policy. Resellers are informed of Pendulum’s Minimum Advertised Price Policy as they apply to the advertisement for sale of Pendulum products from resellers to end-users in the United States. There is no agreement, express or implied, between Pendulum and resellers with respect to the advertised or resale pricing of Pendulum products. If any director, officer, employee, representative, or other agent of Pendulum tries to coerce resellers to agree to the price at which resellers advertise or resell Pendulum products, such action shall be considered void, unauthorized, and without effect and resellers shall promptly notify Pendulum at BrandProtection@Pendulum.co. 
12. Additional Terms and Conditions. Resellers agree to comply with the additional terms and conditions set forth by Pendulum from time to time which may be changed by Pendulum in its sole discretion.

Pendulum reserves the right to update, amend, or modify this Reseller Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and a reseller’s continued use, advertising, offering for sale, or sale of the products will be deemed reseller’s acceptance of the amendments. 

If Pendulum determines that a reseller is in violation of this Reseller Policy, Pendulum may take any and all appropriate legal actions, including, but not limited to, refusing to accept orders from the reseller or instructing its distributors to refuse to accept orders from the reseller.

Any questions regarding this Reseller Policy must be emailed to: BrandProtection@Pendulum.co.